11.3 \*\*Granting Clause\*\*. In order to secure the prompt and full
payment and performance as and when due of any and all of the Obligations, now
existing or hereafter created of any kind whatsoever, including all of the
same under or relating to this Lease and the other Lease Documents (all of
which Lessee agrees it shall pay and perform in accordance herewith and
therewith), Lessee hereby grants, pledges and assigns to Lessor a first
priority security interest, collateral assignment, international interest, and
security assignment in, against, under and with respect to all of Lessee’s
right, title and interest in, to and under all of the following collateral,
whether now existing or hereafter acquired (collectively, the “Collateral”):
(i) (in the event that contrary to the intentions of the parties, a court
determines that this Lease is not a “true” lease under applicable commercial
law) the Aircraft, including the Airframe, the Engines and each of the Parts
and the Records; (ii) this Lease, and any and all other present and future
Transaction Documents, Third Party Agreements, or other present and future
agreements of any kind whatsoever relating to the Aircraft or any part
thereof; (iii) all rent, charter payments, reimbursements and other
disbursements, remittances or other amounts payable with respect thereto,
including all rent and other amounts constituting associated rights secured by
or associated with the Airframe and Engines, together with any related
international interests and prospective international interests; (iv) any
collateral described in the other Lease Documents (including in any Operating
Consent); and (v) all proceeds of the foregoing. Without limiting the
foregoing, with respect to the Lessor’s Interest (whether created pursuant to